NEC Partnership Westwood, MA 02090 October 13, 2005

Exhibit 10.9

NEC Partnership

000 Xxxx Xxxxxx

Xxxxxxxx, XX 00000

October 13, 2005

Xxxxxxx Xxxxxxxxxx, CEO

Integrated Pharmaceuticals, Inc.

000 Xxxxxxxxx Xxxxx

Xxxxxxxxx, XX 00000

Re: Amendment to First Amendment and Restated Patent License Agreement (the “License”)

Dear Xx. Xxxxxxxxxx:

On behalf of NEC Partnership, the Licensor under the above-referenced License, we hereby agree to modify section 5.4 of the License:

	1.	by waiving any right to royalties in any year in which the sales of Licensed Products is less than $5 million; and
	2.	by waiving any right to royalties in any year in which the EBITDA of the Company from the sale of Licensed Products is less than 12.5% of the Company’s revenues from the sale of Licensed Products.

To indicate the acceptance of Integrated Pharmaceuticals Inc. to these revised terms, please sign the acceptance line below.

Very truly yours,

NEC PARTNERSHIP

/s/ Xxxxxx X. Furtado____

Xxxxxx X. Xxxxxxx, Partner

ACCEPTED AND AGREED:

INTEGRATED PHARMACEUTICALS, INC.

/s/ Xxxxxxx Chatterjee____

By: Xxxxxxx Xxxxxxxxxx

Its: CEO